ECLIPSE FUNDS
497, 1998-12-30
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                                  ECLIPSE FUNDS

                       Supplement Dated December 30, 1998
                         to Prospectus Dated May 1, 1998


     Supplement provisions (A) and (B) apply exclusively to the Ultra Short Term
Income Fund and the Balanced Fund.  Supplement provision (C) applies to all four
investment  portfolios  under  the  Eclipse  Funds  (the  "Trust").   Supplement
provision (D) applies to only the Equity Fund and the Growth and Income Fund.


(A)  The following  two  paragraphs  are inserted (1) before the last  paragraph
     under  "Table  of Fees and  Expenses"  on page 4 and (2)  after  the  first
     paragraph in the second column on page 24:

     Effective January 1, 1999, the Manager has voluntarily agreed to reduce its
fee payable  under the 1994  Contract,  as defined  herein,  with respect to the
Ultra Short Term Income Fund from an annual rate of 0.40% of the Fund's  average
daily net  assets to an annual  rate of 0.20% of the  Fund's  average  daily net
assets for a three year period ending December 31, 2001.

     In addition,  effective  January 1, 1999, the management fee payable to the
Manager with  respect to the Balanced  Fund has been reduced from an annual rate
of 0.80% of the Fund's  average  daily net assets to an annual  rate of 0.75% of
the Fund's average daily net assets pursuant to an October 20, 1998 amendment to
the 1987 Contract, as defined herein.

(B)  The annual  management fee rate of 0.80% pertaining to the Balanced Fund is
     amended  to 0.75%  wherever  listed in the fee  schedules  (1)  under  "The
     Manager" on page 9 and (2) under "Investment  Management Contracts" on page
     24.

(C)  Effective  November 23, 1998, the mailing address of the Trust and Towneley
     Capital Management, Inc., listed as 144 E. 30th Street, New York, New York,
     10016, in the Prospectus, will change to:

                 470 Park Avenue South, 16th Floor
                 New York, New York  10016

(D)  Effective  January 1, 1999, the Eclipse Equity Fund will be renamed Eclipse
     Small Cap Value  Fund,  and the  Eclipse  Growth  and  Income  Fund will be
     renamed Eclipse Mid Cap Value Fund.



<PAGE>


                                  ECLIPSE FUNDS

                       Supplement Dated December 30, 1998
           to Statement of Additional Information Dated May 1, 1998

         Supplement  provisions (A) and (B) apply exclusively to the Ultra Short
Term Income Fund and the Balanced Fund.  Supplement provision (C) applies to all
four  investment  portfolios  under the Eclipse Funds (the "Trust").  Supplement
provision (D) applies to only the Equity Fund and the Growth and Income Fund.

(A)  The  following  two  paragraphs  are  inserted  after  the  fifth  complete
     paragraph under the management fee schedule on page 9:

     Effective January 1, 1999, the Manager has voluntarily agreed to reduce its
fee payable  under the 1994  Contract,  as defined  herein,  with respect to the
Ultra Short Term Income Fund from an annual rate of 0.40% of the Fund's  average
daily net  assets to an annual  rate of 0.20% of the  Fund's  average  daily net
assets for a three year period ending December 31, 2001.

     In addition,  effective  January 1, 1999, the management fee payable to the
Manager with  respect to the Balanced  Fund has been reduced from an annual rate
of 0.80% of the Fund's  average  daily net assets to an annual  rate of 0.75% of
the Fund's average daily net assets pursuant to an October 20, 1998 amendment to
the 1987 Contract, as defined herein.

(B)  The annual  management fee rate of 0.80% pertaining to the Balanced Fund is
     amended to 0.75% where listed in the fee schedule  under  "Manager" on page
     8.

(C)  Effective  November 23, 1998, the mailing address of the Trust and Towneley
     Capital Management, Inc., listed as 144 E. 30th Street, New York, New York,
     10016, in the Statement of Additional Information, will change to:

                            470 Park Avenue South, 16th Floor
                            New York, New York 10016

(D)  Effective  January 1, 1999, the Eclipse Equity Fund will be renamed Eclipse
     Small Cap Value  Fund,  and the  Eclipse  Growth  and  Income  Fund will be
     renamed Eclipse Mid Cap Value Fund.




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